RDG Ridge Mining

 

TIDMRDG TIDMAQP 
 
RNS Number : 5154W 
Ridge Mining PLC 
29 July 2009 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR 
FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE 
RELEVANT LAWS OF SUCH JURISDICTION 
 
 
 
 
Ridge Mining plc ("Ridge", or "the Company") 
 
 
Court Approves Reduction of Capital 
 
 
29 July 2009 
 
 
The Independent Directors of Ridge refer shareholders to the joint announcement 
made by the Company and Aquarius Platinum Limited ("Aquarius") on 26 May 2009 
about the recommended proposal ("Proposal") for the acquisition of Ridge by 
Aquarius to be implemented by means of a scheme of arrangement pursuant to Part 
26 of the Companies Act 2006 between Ridge and its Shareholders (the "Scheme"), 
and the Scheme circular published on 11 June 2009 containing, inter alia, the 
terms of the Scheme, an Explanatory Statement (pursuant to Section 897 of the 
Companies Act 2006), notices of the required meetings, a timetable of principal 
events, and details of the action to be taken by Ridge Shareholders (the "Scheme 
Document"). 
 
 
On 6 July 2009 Ridge announced that its shareholders had approved the 
Scheme without modification and, at the subsequent General Meeting, also held on 
6 July 2009, Ridge Shareholders passed the proposed Special Resolution connected 
with the Scheme, as set out in the notice of General Meeting dated 11 June 2009. 
 On 27 July 2009 Ridge announced that the High Court of Justice in England and 
Wales (the Court) had made an order (the "Scheme Court Order") sanctioning the 
Scheme with a very minor modification. 
The Court has today granted an order to confirm the cancellation of the Scheme 
Shares and the Sterling Shares (the "Reduction Court Order"). 
The Scheme Court Order and the Reduction Court Order will be delivered to the 
Registrar of Companies in England and Wales for registration. 
A further announcement shall be made by the Company with respect to the 
Effective Date. 
Trading in Ridge ordinary shares on AIM and PLUS was suspended at 7.00am today, 
29 July 2009. 
 
 
Any capitalised term used but not defined in this announcement is as defined in 
the Scheme Document. 
 
 
 
 
For further information contact: 
 
 
+--------------------------+---------------------+----------------------+ 
| Ridge Mining plc         | Francis Johnstone   | +44 (0) 7970 415070  | 
|                          |                     |                      | 
+--------------------------+---------------------+----------------------+ 
| RBC Capital Markets      | Martin Eales        | +44 (0)20 7029 7881  | 
|                          | Patrick Meier       |                      | 
+--------------------------+---------------------+----------------------+ 
 
 
 
 
This announcement is not intended to, and does not constitute or form part of 
any offer to sell or an invitation to purchase or subscribe for any securities 
pursuant to the Proposal or otherwise or the solicitation of any vote or 
approval in any jurisdiction. Ridge Shareholders are advised to read carefully 
the formal documentation in relation to the Proposal once it has been 
dispatched. 
 
The availability of the Proposal to persons not resident in the UK may be 
affected by the laws of the relevant jurisdiction. Any persons who are subject 
to the laws of any jurisdiction other than the UK should inform themselves about 
and observe any applicable requirements.  New Aquarius Shares in the hands of 
certain persons in jurisdictions outside the United Kingdom are subject to 
certain restrictions as set out in the Scheme Document. 
 
 
Copies of this announcement are not being, and must not be, directly or 
indirectly mailed or otherwise forwarded, distributed or sent in or into any 
jurisdiction where to do so would violate the laws of that jurisdiction and 
persons receiving this announcement (including custodians, nominees and 
trustees) must not mail or otherwise forward, distribute or otherwise send it 
in, or into or from any such jurisdiction. Further details in relation to 
overseas shareholders will be contained in the Scheme Document. 
 
 
The securities mentioned herein have not been, and will not be, registered under 
the United States Securities Act of 1933, as amended (the "Securities Act"). The 
securities may not be offered or sold in the United States except pursuant to an 
exemption from the registration requirements of the Securities Act. There will 
be no public offer of securities in the United States. 
It is expected that the New Aquarius Shares will be issued in reliance upon the 
exemption from the registration requirements of the Securities Act provided by 
Section 3(a)(10) thereof. This transaction has not been approved or disapproved 
by the US Securities and Exchange Commission (the "Commission"), nor has the 
Commission or any US state securities commission passed upon the merits or 
fairness of the transaction nor upon the adequacy or accuracy of the information 
contained in this document. Any representation to the contrary is a criminal 
offence in the United States. The announcement has been prepared in accordance 
with English law and the Code and information disclosed may not be the same as 
that which would have been prepared in accordance with the laws of jurisdictions 
outside England. 
 
 
RBC Capital Markets, which is a trading name of Royal Bank of Canada Europe 
Limited which is authorised and regulated in the United Kingdom by the Financial 
Services Authority, is acting exclusively for Ridge and no one else in 
connection with the Proposal and will not be responsible to anyone other than 
Ridge for providing the protections afforded to clients of RBC Capital Markets 
or for providing advice in relation to the Proposal or any other matters 
referred to in this announcement. 
 
 
Dealing disclosure requirements 
 
 
Under the provisions of Rule 8.3 of the UK Takeover Code, if any person is, or 
becomes, "interested" (directly or indirectly) in 1 per cent. or more of any 
class of "relevant securities" of Aquarius or of Ridge, all "dealings" in any 
"relevant securities" of that company (including by means of an option in 
respect of, or a derivative referenced to, any such "relevant securities") must 
be publicly disclosed by no later than 3.30 pm (GMT) on the London business day 
following the date of the relevant transaction. This requirement will continue 
until the date on which the offer becomes, or is declared, unconditional as to 
acceptances, lapses or is otherwise withdrawn or on which the "offer period" 
otherwise ends. If two or more persons act together pursuant to an agreement or 
understanding, whether formal or informal, to acquire an "interest" in "relevant 
securities" of Aquarius or Ridge, they will be deemed to be a single person for 
the purpose of Rule 8.3. 
 
 
Under the provisions of Rule 8.1 of the UK Takeover Code, all "dealings" in 
"relevant securities" of Aquarius or of Ridge by Aquarius or Ridge, or by any of 
their respective "associates", must be disclosed by no later than 12.00 noon 
(GMT) on the London business day following the date of the relevant transaction. 
 
 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk. 
 
 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
 
 
Terms in quotation marks are defined in the UK Takeover Code, which can also be 
found on the Panel's website. If you are in any doubt as to whether or not you 
are required to disclose a "dealing" under Rule 8, you should consult the Panel. 
 
 
A copy of this announcement will be made available on Ridge's website: 
www.ridgemining.com 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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